19 September 2025: Ainsworth Game Technology (AGT) takeover
Dear fellow shareholders,
AGT published a Target Statement this week promoting the off-market takeover bid by Novomatic AG (Novomatic). This process is confusing and misleading to many shareholders. You may have the impression you need to “Take action”, “Accept an offer” or sell your shares.
Novomatic currently holds approximately 60% of AGT.
What is MANDATORY?
There are no mandatory requirements upon shareholders at present. You do not need to take any action with regard to your shares if you wish to remain a shareholder. It is not mandatory for you to sell your shares. You are under no obligation to respond to AGT or Novomatic.
What CAN Novomatic do?
Novomatic is unable to compulsorily acquire your shares without first owning 90% of all AGT shares.
Novomatic is unable to privatise AGT without passing a special resolution, which can only be passed with a minimum of 75% shareholder agreement.
Novomatic is presently well short of the numbers required to compulsorily acquire or privatise without substantial independent shareholder assistance, which seems very unlikely to be forthcoming.
Novomatic’s options seem extremely limited in the absence of a substantially better offer price than $1.00.
If you wish to see AGT stay a public company, I urge you to hold onto your shares.
It is my strong and well researched view there are far better days ahead for AGT.
There is a substantial legal effort currently taking place to achieve a far better outcome for minority shareholders. This involves instructing lawyers to seek:
directorial integrity and responsibility;
restoration of dividends;
accurate disclosure of company matters;
comprehensive forward guidance that will provide clarity on the value of AGT.
Efforts by AGT to ignore these demands will inevitably lead to escalation.
An independent report has also been commissioned to investigate the “Fair and Reasonable” claims made in the first and second Independent Expert Reports produced by Lonergan Edwards. I encourage shareholders to look out for this report’s publication in due course.
Please do not allow yourself to be misled by Novomatic and AGT’s communications as to any obligation to sell your shares. The goal is to clean the governance of this company up and see the share price reflect the company’s true value. The process will take some time and require shareholder support.
You may wish to contact AGT to demand the reinstatement of dividends, publication of forward guidance, and a response on the issue of material misstatement of property values. The best way to do this is via https://www.agtslots.com/contact/1 or the AGT Shareholder Information Line on 1300 540 303.
If you have any questions or wish to get in touch with me, please don’t hesitate to contact me on Kjerulf.Ainsworth@protonmail.com or 0417 133 300, or via the below contact form.
Yours sincerely,
Kjerulf Ainsworth
